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DongFang City Holding
Group Company Limited

Level 15, Tower 2

Etiqa Twins Tower, No.
11

Jalan Pinang, Kuala Lumpur,
50450

    March 16th, 2023

    Re:

    DongFang City Holding Group Company Limited

    Responses to the Staff’s Comments on the Form 10-K for the Fiscal Year Ended October 31, 2021 Response dated October 7, 2022

    Filed on January 28, 2022

    File No. 000-56120

Isaac Esquivel

Shannon Menjivar

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Esquivel and Ms. Menjivar,

This letter sets forth our
responses to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in the letter from the Staff to DongFang City Holding Group Company Limited (the “Company”) dated March 2,
2023 regarding the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2021 filed with the Commission on
January 28, 2022 (the “Form 10-K”). The Staff’s comments are repeated below in bold and are followed by the Company’s
responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Form
10-K.

*       *       *       *

Form 10-K for the Fiscal Year Ended October
31, 2021

Item 1. Business, page 1

 1. Please revise disclosure provided in response to comment 2 to disclose in the forepart of the business
section that Mr. Wei Li’s significant ties with China may make you a less attractive partner to a non-China or non-Hong Kong based target
company, and discuss the impact this could have upon your search for an initial business combination.

In response to the Staff’s comment,
we respectfully propose to include the following disclosure in the forepart of the business section in our future Form 10-K, subject to
such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed.

“We are a blank check
company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this annual report
as our business combination. Mr. Wei Li, our sole shareholder, Chief Executive Officer, and Chief Financial Officer, is a China National.
Even if Mr. Wei Li is not based in China, his significant ties to China may make us a less attractive partner to a non-China or non-Hong
Kong based target company. We are a shell company, and we have no operation since inception. We have not selected any specific business
combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with
any business combination target. We do not restrict our potential candidate target companies to any specific business, industry or geographical
location and, thus, may acquire a target company in any jurisdiction. If we were to undertake a business combination with a China based
business, any target for a business combination may conduct operations through subsidiaries in China. The legal and regulatory risks associated
with doing business in China discussed in this annual may make us a less attractive partner in a business combination than other special
purpose acquisition companies that do not have any ties to China. As such, our ties to China may make it harder for us to complete a business
combination with a target company without any such ties. In addition, we will not conduct a business combination with any target company
that conducts operations through variable interest entities, or VIEs, which are a series of contractual arrangements used to provide the
economic benefits of foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating
companies. As a result, this may limit the pool of acquisition candidates we may acquire in the PRC, in particular, relative to other
special purpose acquisition companies that are not subject to such restrictions, which could make it more difficult and costly for us
to consummate a business combination with a target business operating in the PRC relative to such other companies. See “Risk Factors
—Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected
changes in policies, laws and regulations with little advance notice in China, could adversely affect our ability to complete a business
combination.”

If we were to undertake a business
combination with a China based business, we may conduct most of our operations in China and most of our assets may be located in China.
As a result, it may be difficult for you to effect service of process upon us or those persons residing in mainland China. Even with service
of process, there is uncertainty as to whether courts in China would (i) recognize or enforce judgments of United States courts obtained
against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or
any state in the United States or (ii) entertain original actions brought in China against us or our directors or officers predicated
upon the securities laws of the United States or any state in the United States. Recognition and enforcement of foreign judgments are
provided for under China’s Civil Procedure Law. China’s courts may recognize and enforce foreign judgments in accordance with
the requirements of the Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity
between jurisdictions. There are no treaties between China and the United States for the mutual recognition and enforcement of court judgments,
thus making the recognition and enforcement of a U.S. court judgment against us or our directors or officers in China difficult. See “Risk
Factors —You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions
in China against us or Mr. Wei Li. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence
within China.”

We are also subject to other
risks and uncertainties about any future actions of the PRC government, which may result in a material change in operations of a target
business. PRC laws and regulations are sometimes vague and uncertain, and therefore, these risks may result in a material change in operations
of a target business, significant depreciation of the value of our ordinary shares, or a complete hindrance of our ability to offer or
continue to offer our securities to investors. Recently, the PRC government initiated a series of regulatory actions and statements to
regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market,
enhancing supervision over China-based companies listed overseas that use a VIE structure, adopting new measures to extend the scope of
cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new,
it is highly uncertain how soon legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations
or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new
laws and regulations will have on a China-based target company’s daily business operation, the ability to accept foreign investments
and list on a U.S. or other foreign exchange. Additionally, if we effect our business combination with a business located in the PRC,
the laws applicable to such business will likely govern all of our material agreements and we may not be able to enforce our legal rights.
There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations which may have a material adverse
impact on the value of our securities. If we enter into a business combination with a target business operating in China, cash proceeds
raised from overseas financing activities, may be transferred by us to our PRC subsidiaries via capital contribution or shareholder loans,
as the case may be. All these risks could result in a material change in our or the target company’s post-combination operations
and/or the value of our common stock or could significantly limit or completely hinder our ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or become worthless.

If we decide to consummate our
business combination with a China-based company, the combined company may make capital contributions or extend loans to its PRC subsidiaries
through intermediate holding companies subject to compliance with relevant PRC foreign exchange control regulations. After the business
combination, the combined company’s ability to pay dividends, if any, to the shareholders and to service any debt it may incur will
depend upon dividends paid by its PRC subsidiaries. Under PRC laws and regulations, PRC companies are subject to certain restrictions
with respect to paying dividends or otherwise transferring any of their net assets to offshore entities. In particular, under the current
PRC laws and regulations, dividends may be paid only out of distributable profits. Distributable profits are the net profit as determined
under Chinese accounting standards and regulations, less any recovery of accumulated losses and appropriations to statutory and other
reserves required to be made. A PRC company is required to set aside at least 10% of its after-tax profits each year to fund certain
statutory reserve funds (up to an aggregate amount equal to half of its registered capital). As a result, the combined company’s
PRC subsidiaries may not have sufficient distributable profits to pay dividends to the combined company. Furthermore, if certain procedural
requirements are satisfied, the payment in foreign currencies on current account items, including profit distributions and trade and service
related foreign exchange transactions, can be made without prior approval from the State Administration of Foreign Exchange, or SAFE,
or its local branches. However, where Renminbi, or RMB, the legal currency of the PRC, is to be converted into foreign currency and remitted
out of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies, approval from or registration
with competent government authorities or its authorized banks is required. The PRC government may take measures at its discretion from
time to time to restrict access to foreign currencies for current account or capital account transactions. If the foreign exchange control
regulations prevent the PRC subsidiaries of the combined company from obtaining sufficient foreign currencies to satisfy their foreign
currency demands, the PRC subsidiaries of the combined company may not be able to pay dividends or repay loans in foreign currencies to
their offshore intermediary holding companies and ultimately to the combined company. We cannot assure you that new regulations or policies
will not be promulgated in the future, which may further restrict the remittance of RMB into or out of the PRC. We cannot assure you,
in light of the restrictions in place, or any amendment to be made from time to time, that the PRC subsidiaries of the combined company
will be able to satisfy their respective payment obligations that are denominated in foreign currencies, including the remittance of dividends
outside of the PRC. For a detailed description of risks associated with the cash transfer through the post combination organization if
we acquire a China-based target company, see “Risk Factors — Cash-Flow Structure of a Post-Acquisition Company Based
in China” and “Exchange controls that exist in the PRC may restrict or prevent us from using the proceeds of the future offering
to acquire a target company in the PRC and limit our ability to utilize our cash flow effectively following our business combination.”
To date, we have not pursued a business combination and there have not been any capital contribution or shareholder loans by us to any
PRC entities, we do not yet have any subsidiaries, and we have not received, declared or made any dividends or distributions.”

    2

 2. Please revise disclosure provided in response to comment 2 to address the legal and operational risks
associated with Mr. Wei Li’s significant ties with China, even if he is not based there. Your disclosure should make clear whether these
risks could result in a material change in your operations, your search for a target company, and/or the value your common stock; or could
significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, have or may impact
the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. Please disclose
whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign
Companies Accountable Act and related regulations will affect your company. Your risk factors section should address, but not necessarily
be limited to, the risks highlighted in the forepart of the business section.

In response to the Staff’s comment,
we respectfully propose to include the following disclosure in the forepart of the business section in our future Form 10-K, subject to
such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed.

“Furthermore, the PRC
government has significant authority to exert influence on the ability of a China-based company to conduct its business, make
or accept foreign investments or list on a U.S. stock exchange. For example, if we enter into a business combination with a target
business operating in China, the combined company may face risks associated with regulatory approvals of the proposed business combination
between us and the target, offshore offerings, anti-monopoly regulatory actions, cybersecurity and data privacy. The PRC government
may also intervene with or influence the combined company’s operations at any time as the government deems appropriate to further
regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries
such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or
policies regarding any industry that could adversely affect our potential business combination with a PRC operating business and the business,
financial condition and results of operations of the combined company. Any such action, once taken by the PRC government, could make it
more difficult and costly for us to consummate a business combination with a target business operating in the PRC, result in material
changes in the combined company’s post-combination operations and cause the value of the combined company’s securities
to significantly decline, or in extreme cases, become worthless or completely hinder the combined company’s ability to offer or
continue to offer securities to investors. See “Risk Factors —Recent greater oversight by the PRC government and Cyberspace
Administration of China over da